Underwriting AgreementArray Biopharma Inc • May 2nd, 2007 • Pharmaceutical preparations • New York
Array BioPharma Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of 7,000,000 shares of Common Stock, par value $ 0.001 per share, of the Company (the “Underwritten Shares”) and, at the option of the Underwriters, up to an additional 1,050,000 shares of Common Stock of the Company (the “Option Shares”) to cover over-allotments, if any. The Underwritten Shares and the Option Shares are herein referred to as the “Shares”. The shares of Common Stock of the Company to be outstanding after giving effect to the sale of the Shares are herein referred to as the “Stock”. The Stock, including the Shares, will have attached thereto rights (the “Rights”) to purchase one-one hundredth of a share of the Series A Junior Participating Preferred Stock of the Company (the “Preferred Stock”), subject to adjustment. The Right
